outstanding shares of Bermuda Stock Exchange-listed Fairhaven International Ltd.

The offer includes the option to trade Fairhaven shares for shares in OGC International PLC, an Aberdeen-based oil and gas services business, or to opt for a cash alternative.

Fairhaven, also listed on the London Stock Exchange, has a 60 percent stake in OGC, while Eagleville based in the UK, has associations with several companies through the Fred Olsen family, including shipping interests.

"A fair number of shareholders have indicated interest in taking the share offer,'' said Mr. Hugh Mann, treasurer of Fairhaven.

Mr. James Davidson, Mr. Charles Collis and Mr. Nicholas Dill, are not party to formal recommendations because they sit on boards of both companies but the other directors of Fairhaven, who have been advised by UBS Ltd., financial advisors to Fairhaven, are recommending shareholders accept, according to a release on Tuesday. The latter two are partners with the law firm of Conyers Dill & Pearman.

But the offer's terms do reflect the views of all Fairhaven's directors, according to the release.

The board of Fairhaven has been concerned that the shares of Fairhaven have traded on the London exchange at a substantial discount to what the board believes to be their true value. Fairhaven shareholders wishing to dispose of a significant number of their shares have found it difficult to do so.

The offer is open until 3 p.m. January 20, 1995 while a special general meeting of Fairhaven shareholders is slated for January 10, 1995 to pay dividends.

Eagleville has offered one OGC share for every five Fairhaven shares valuing each Fairhaven share at about 44.79 cents which represents a 29.7 percent premium over Fairhaven's share price on November 8, 1994 -- the day before Fairhaven announced that Eagleville had made an approach which might lead to an offer. Fairhaven shares closed at $34.75 cents on November 8, 1994.

Fairhaven shareholders will be entitled to elect to receive 41.7 cents in cash for each Fairhaven share.

The cash alternative represents a premium of 20 percent over Fairhaven's share price on November 8, 1994.

The offer values Fairhaven's existing issued share capital at a total of about $109.65 million, according to the release.

Eagleville presently owns 70,320,007 shares or 28.9 percent of Fairhaven's issued share capital.

Fairhaven reported profit before exceptional items of $16.4 million for fiscal 1993.

Fairhaven also has a stake in Belmont Constructors Inc., a wholly-owned US subsidiary providing engineering, construction and maintenance services to the hydrocarbon, industrial and process industry.

Through its subsidiary, Nimslo., Fairhaven also invests in companies developing three-dimensional photographic technology.